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corporation for their Stated Value (as defined below),
in such amounts, at such times and to such persons as
shall be specified by the corporation’s Board of
Directors, from time to time. For the purposes hereof,
the “Stated Value” of each share of Voting Preferred
Stock (regardless of its par value) shall be
$15,559.6369 per share plus the Unpaid Dividend Amount
(as defined below), which Stated Value shall be
proportionately increased or decreased for any
subdivision, combination, reclassification, or stock
split, respectively, of the outstanding shares of
Voting Preferred Stock. For the purposes hereof, the
“Unpaid Dividend Amount” with respect to each share of
Voting Preferred Stock shall be equal to the aggregate
of all Quarterly Dividends (as defined below) that the
holder of such share shall have theretofore become
entitled to receive for such share but that shall not
have been declared and paid by the Board of Directors
of the corporation.
(c) Rank. The Voting Preferred Stock shall, with
respect to dividend rights and rights on liquidation,
winding up and dissolution, rank (i) senior to the
Common Stock, the Participating Preferred Stock with
respect to the Participating Dividend rights of the
Participating Preferred Stock, and all other classes or
series of stock of the corporation now or hereafter
authorized, issued or outstanding that by their terms
expressly provide that they are junior to the Preferred
Stock or which do not specify their rank with respect
to the Voting Preferred Stock (collectively with the
Common Stock, “Junior Securities”) and (ii) on a parity
with the Participating Preferred Stock with respect to
the Preferred Dividend rights of the Participating
Preferred Stock and all other classes or series of
stock of the corporation now or hereafter authorized,
issued or outstanding that by their terms expressly
provide that they will rank on parity with the Voting
Preferred Stock as to dividend distributions and
distributions upon the liquidation, winding up and
dissolution of the corporation (collectively, “Parity
Securities”).
(d) Quarterly Dividends.
(i) Amount of Quarterly Dividends. On the
last business day of each Preferred Dividend Accrual
Date, each holder of record as of the close of business
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